Pre-Closing. Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the Premises. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturer. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) f...
Pre-Closing. Between the date of this Agreement and the Closing Date, except as contemplated by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, conditioned or delayed:
(i) Seller shall use its best efforts to cause the Operator to operate the Facility diligently, in accordance with the Operator’s obligations under its lease or other arrangement with Seller, and only in the ordinary course of business and consistent with past practice.
(ii) Seller shall use its best efforts to prevent the Operator from making any material change in the operation of the Facility, and shall prevent the Operator from selling or agreeing to sell any items of machinery, equipment or other assets of the Facility, or otherwise entering into any agreement affecting the Facility, except in the ordinary course of business;
(iii) Seller shall use its best efforts to prevent the Operator from entering into any Lease or Contract or commitment affecting the Facility, except for Leases or Contracts entered into in the ordinary course of business;
(iv) During normal business hours and consistent with Section 6(c) herein, Seller shall provide Buyer or its designated representative with access to the Facility upon prior notification and coordination with Seller and the Operator; provided, Buyer shall not materially interfere with the operation of the Facility. At such times Seller and the Operator shall permit Buyer to inspect the books and records of the Facility;
(v) Within five (5) business days following the execution of this Agreement by the parties, Seller shall deliver to Buyer the due diligence items described on the Due Diligence List attached hereto as Schedule 10(a)(v) (the “Due Diligence Items”); provided, in the event certain Due Diligence Items (“Unavailable Items”) are not readily accessible to Seller, Seller may identify the Unavailable Items by written notice to Buyer within such five (5) business day period and shall use its best efforts to deliver all Unavailable Items to Buyer as promptly as possible, but in no event more than ten (10) business days following the execution of this Agreement. If Buyer requests additional items not included on Schedule 10(a)(v), it will do so by written request delivered by Seller and Seller will use its best efforts to provide such information within five (5) business days within receipt of the request; and, provided further, Seller shall continue to cause Operator to deliver to Buyer, following the ...
Pre-Closing. 1.3.1 Prior to Closing, the Business Sellers and the Purchaser shall agree (acting reasonably) the form of all documents on Property Agreed Terms necessary for the transfer of each of the Transferred Real Properties pursuant to the terms set out in this Part 4 of Schedule 3 and all other applicable terms of this Agreement.
1.3.2 Any dispute arising out of or connected with paragraph 1.3.1 of this Part 4 of Schedule 3 which is not resolved by agreement between the parties within nine months of such dispute arising shall be referred for and resolved by expert determination as follows:
(i) either the relevant Business Seller or the Purchaser may initiate an expert reference under this provision by proposing to the other party the appointment of an expert (the “Expert”);
(ii) the Expert shall either be the nearest equivalent to a chartered surveyor in the relevant jurisdiction or (in relation to legal issues) a single QC (or equivalent), in each case with no less than 15 years’ post-qualification experience in commercial real estate in the relevant jurisdiction chosen by agreement between the relevant Business Seller and the Purchaser or, failing agreement within 14 days of the initiation of the reference, by the President for the time being of the relevant professional body to which the Expert belongs (the “President”) on the application of either the relevant Business Seller or the Purchaser;
(iii) the relevant Business Seller and the Purchaser shall request that the Expert determines the referred dispute within 10 days of receiving the reference;
(iv) if the Expert has been appointed but is unable or unwilling to complete the reference, another Expert shall be appointed by agreement between the relevant Business Seller and the Purchaser or, failing agreement within 7 days of the parties being notified that the Expert is unable or unwilling to complete the reference, by the President on the application of either party;
(v) the Expert shall act as an expert and not as an arbitrator;
(vi) the relevant Business Seller and the Purchaser shall have the right to make representations and submissions to the Expert, but there will be no formal hearing;
(vii) the relevant Business Seller and the Purchaser shall make all relevant documents and information within their control available to the Expert;
(viii) the costs of the Expert shall be borne equally by the relevant Business Seller and the Purchaser; and
(ix) the decision of the Expert shall, in the absence of fraud...
Pre-Closing. On the date (the "Pricing Date") on which the public offering price of the shares of URSI Stock in the initial public offering of URSI Stock (the "IPO") described in the Registration Statement is determined, the parties shall take all actions necessary to effect (i) the Merger (including, if permitted by applicable state law, the filing with the appropriate state authorities of the Articles of Merger and any similar document to become effective on the Closing Date (as defined below)), (ii) the conversion of shares of COMPANY Stock into shares of URSI Stock and (iii) the delivery of shares of URSI Stock (hereinafter referred to as the "Pre-Closing"); provided, that the actual Merger, the conversion of shares of COMPANY Stock into shares of URSI Stock and the delivery of shares of URSI Stock shall not take place until the Closing Date as herein provided. The Pre-Closing shall take place at the offices of Howard, Rice, Nemerovski, Canady, Xxxx & Xxxxxx, A Professional Corporation ("Xxxxxx Xxxx") at 0 Xxxxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, XX 00000.
Pre-Closing. 5.1 The Sellers’ Obligations in Relation to the Conduct of Business
5.1.1 Each Seller undertakes to procure that between the date of this Agreement and Closing, it and the relevant members of that Seller’s Group shall, so far as permitted by Applicable Law, carry on its Contributed Business as a going concern in the ordinary course as carried on immediately prior to the date of this Agreement save in so far as agreed in writing by the other Seller (such consent not to be unreasonably withheld or delayed).
Pre-Closing. At or prior to the Pre-Closing, the parties shall take all actions necessary to prepare to (a) effect the Merger (including, if permitted by applicable state law, the advance filing with the appropriate state authorities of the Certificate and Articles of Merger and/or Plan of Merger, as applicable (collectively, the "Merger Documents"), which shall become effective at the Effective Time) and (b) deliver the Clarant Common Stock and Company Stock, as the case may be, referred to in Article 3 hereof; provided, that such actions shall not include the actual completion of the Merger for purposes of this Agreement or the delivery of such stock and transmission of funds by wire referred to in Article 3 hereof, each of which actions shall only be taken upon the Closing Date as herein provided. In the event that there is no Closing Date and this Agreement terminates, Clarant hereby covenants and agrees to do all things required by the State Corporation Law and all things which counsel for the Company advise Clarant are required by the State Corporation Law in order to rescind actions effected by the advance filing of the Merger Documents as described in this Section. The taking of the actions described in clauses (a) and (b) above (the "Pre-Closing") shall take place the day following the date that the Registration Statement is declared effective by the Securities and Exchange Commission (the "Pre-Closing Date") at the offices of Xxxxxx, Xxxxxx & Xxxxxxxxx, 0000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000.
Pre-Closing. Between the date hereof and the Closing Date, except as contemplated by this Agreement or with the consent of Seller, Purchaser agrees that:
i. Purchaser will not take any action inconsistent with its obligations under this agreement or which could hinder or delay the consummation of the transaction contemplated by this Agreement;
ii. Within ten ( 10) days after its receipt of the UCC-1 Search Report, the Title Report and the Survey, Purchaser shall advise Seller in writing of its objections, if any, to each of the UCC-1 Search Report, the Title Report and the Survey. In the event Purchaser fails to notify Seller in writing of Purchaser's objections within said ten (10) day period, Purchaser shall be deemed to have waived its right to object. Within five (5) days of Seller's receipt of Purchaser's objections, Seller shall advise Purchaser whether it intends to correct the defects to which Purchaser has objected. Seller shall be obligated to act in good faith in responding to Purchaser's title objections. For purposes hereof, Seller shall be deemed to have failed to act in good faith if its refuses to correct any matter which is the subject of such title objections where the only costs to it in doing are normal filing or recording fees or delivery charges and where the objections relate to liens which appear of record but relate to previously discharged debt or other minor defects in record title. If Seller refuses to correct some or all of such defects, Purchaser shall have five (5) days to advise Seller of its decision to close, notwithstanding the defects, or to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder, other than Seller's obligation to return or to direct the return of Purchaser's Xxxxxxx Money. Any matter reflected in the UCC1 Search Report, the Title Report or the Survey not objected to in accordance with the terms hereof shall be deemed accepted by Purchaser and to be "Permitted Exceptions" (herein so called). Notwithstanding anything contained herein to the contrary, in the event Seller requires additional time to prepare either the Survey or the Title Report, then Seller shall have such additional time to deliver the same to Purchaser, however, in no event shall such extension be longer than fifteen ( 15) additional days;
iii. Purchaser will proceed with all due diligence to obtain all consents and approvals necessary to permit the consummation of the transaction contemplated by th...
Pre-Closing. COVENANTS The parties agree as follows with respect to the period of time between the date of this Agreement and the Closing:
Pre-Closing. As is standard business practice in Hawaii, Purchaser acknowledges that Seller intends to, and agrees that Seller may, prepare for Closing by requiring Purchaser to have all documents necessary for Closing executed and deposited with Xxxxxx at any time prior to the Closing Date selected by Seller ("Pre‐ Closing"). Purchaser acknowledges that regardless of the status of construction of the Project, Seller may require Pre‐Closing on a date selected by Seller, within Seller’s sole discretion ("Pre‐Closing Date"). To accommodate a bulk closing of the units by Seller, the Pre‐Closing Date may be set up to one hundred eighty (180) calendar days prior to the Closing Date. To accomplish this, any time after the Effective Date of this Purchase Agreement, and upon receiving not less than thirty (30) calendar days’ written notice of Pre‐Closing from Seller or Escrow ("Pre‐ Closing Notice"), Purchaser agrees to take and complete any and all actions that may be necessary to enable Closing on the Closing Date, including, without limitation, completion of any pre‐closing tasks set forth in the Pre‐ Closing Notice by the due dates set forth therein ("Pre‐Closing Tasks"). If Purchaser is financing the purchase of the Unit, Purchaser hereby acknowledges and agrees that such Pre‐Closing Tasks may require Purchaser to submit a final and binding loan commitment letter ("Letter of Guaranty") from Purchaser's lender to Escrow by the due date specified in the Pre‐Closing Notice, and if said Letter of Guaranty is not delivered to Escrow by such date, Purchaser shall be deemed to be in default of this Purchase Agreement, whereupon Seller may exercise its remedies as set forth in Section A.35 of this Purchase Agreement. Not later than the Pre‐Closing Date (or such other due date set forth in the Pre‐Closing Notice), Purchaser shall execute all documents required for Closing, including, without limitation, the Unit Deed and all promissory notes, mortgages and other loan documents necessary for Purchaser’s financing of the Unit, all receipts for notices and disclosures, the conveyance tax certificate and a closing statement based on Seller’s estimate of the date the Unit will be available for occupancy. This Purchase Agreement shall constitute Seller’s and Purchaser’s written authorization to Escrow to date all documents, to add filing information and to adjust the estimated prorations in accordance with the provisions of this Purchase Agreement. Purchaser may be permitted by Seller t...
Pre-Closing. Each of the parties will use its reasonable best efforts to take all actions and to do all things necessary, proper, or advisable in order to consummate and make effective the transactions contemplated by this Agreement.
